Legal

Addendum A - CONTINUING AGREEMENT FOR PRODUCTION SERVICES
TERMS AND CONDITIONS


1. SCOPE OF AGREEMENT - This Agreement contains the entire agreement between the parties with respect to the subject matter hereof.
No modification, amendment, waiver, termination or discharge hereof or any provision hereof shall be binding upon us unless agreed to
by written instrument and signed by an officer of TRIAD COMMUNICATIONS GROUP, INC. No waiver of any provision of this
Agreement or of any default hereunder shall affect our rights thereafter to enforce such provision or to exercise any right or remedy in
the event of any other default, whether or not similar.


2. APPLICABLE LAW - This Agreement shall be deemed to have been made and executed in the County of Orange, State of California, and
shall be construed and interpreted in accordance with the laws of the State. If any part or provision of this Agreement is determined by a
court of law to be unenforceable it shall not affect any other part or provision in this agreement


3. TAXES - The amounts payable for production Services under this Agreement may or may not include any amounts for sales, use, or other
similar taxes. If any such taxes are applicable, or are at any time assessed or levied against TRIAD COMMUNICATIONS GROUP, INC.
they will be billed separately, or added to the amounts otherwise payable by the Customer pursuant to this Agreement.


4. PERIOD OF PERFORMANCE & TERMINATION - This agreement is for a one year period beginning on the Effective Date. Either party
may terminate this contract by giving the other party written notice at least 90 days before the effective date of termination.


5. RATE CHANGES - TRIAD COMMUNICATIONS GROUP, INC.’s rates are subject to change without notice.


6. LIMITATION OF LIABILITY - If written notice of non-conforming Services is not received by an officer of TRIAD COMMUNICATIONS
GROUP, INC. within five (5) days after performance of such Services, the Customer shall be deemed to have given its unqualified
acceptance of such Services and TRIAD COMMUNICATIONS GROUP, INC. shall have no liability of obligation thereafter in respect of
such Services.


7. PAYMENT AND COLLECTION TERMS -
The Customer is allotted a ten (10) day grace period from the date of the invoice in which to make full payment to TRIAD
COMMUNICATIONS GROUP, INC. Invoices for Media buying are due and payable at least 10 days prior to the planned date of
insertion. A finance and processing charge of 1.5% per month to the extent permitted by applicable law will be charged to the Customer
on any balances unpaid after due date. TRIAD COMMUNICATIONS GROUP, INC. will be entitled to collect any expenses including
reasonable attorney's fees and costs, required to collect any sums due or to enforce the terms of this Agreement.


8. GRANT OF RIGHTS - Grant of any display, usage, publication or reproduction rights is conditional upon receipt of payment in full, limits of
usage and property rights, and proper use of current established copyright laws. No physical or digital media or files may be
sublicensed, re-sold, re-purposed or otherwise made available for re-use, alteration or distribution, separately, or detached from a
document, file, recording, or web page. TRIAD COMMUNICATIONS GROUP, INC may provide the Customer with original files in
electronic, digital or other media form for back-up purposes only. All Graphic Artwork, Copywriting and Photography usage whether in
physical, digital or electronic form, is limited to the original document for which it was intended and the initial distribution or print run, for a
period of one year unless otherwise agreed to by written instrument and signed by an officer of TRIAD COMMUNICATIONS GROUP,
INC. All digital media and electronic files remain the exclusive property of TRIAD COMMUNICATIONS GROUP, INC. Unless otherwise
agreed to in writing, TRIAD COMMUNICATIONS GROUP, INC. retains the right to display, exhibit and/or present production and
projects for the purpose of demonstrating our work to other persons, or clients, whether prospective or current so long as the material is
not specified as confidential.


9. CUSTOMER REPRESENTATION - Customer is responsible for the availability of its authorized representative to approve the Agency’s
interpretation of the assignment as is required in the approval stages of the production. If no such representative is available, the
Agency’s interpretation will be deemed acceptable.


10. DEFAULT BY THE CUSTOMER -
(A) If the Customer (i) becomes insolvent as that term is defined by the Uniform Commercial Code, makes an assignment for the benefit of its
creditors or commences or has commenced against it bankruptcy, insolvency, reorganization or arrangement proceedings, or (ii) refuses
to accept performance of any portion of the Services, or (iii) fails to pay when due any invoice under this or any agreement with TRIAD
COMMUNICATIONS GROUP, INC., or (iv) is otherwise in breach or default or repudiates this or any other Agreement with TRIAD
COMMUNICATIONS GROUP, INC., then, in addition to any and all other remedies which TRIAD COMMUNICATIONS GROUP, INC.
may have hereunder or by law, TRIAD COMMUNICATIONS GROUP, INC., without notice may elect one or more of the following
remedies:
(a) bill and declare forthwith due and payable all performed and unperformed Services under this or any other Agreement with TRIAD
COMMUNICATIONS GROUP, INC. (b) defer performance hereunder and under any other Agreement until such insolvency, default or
breach is remedied, and (c) cancel any unperformed portion of this and/or any other Agreement in whole or in part (the Customer
remaining liable for damages incurred by TRIAD COMMUNICATIONS GROUP, INC. as a result thereof. And/Or,
(B) If at any time the financial condition of the Customer or its ability to effect payment in accordance with this Agreement shall become
materially impaired, in the reasonable judgment of TRIAD COMMUNICATIONS GROUP, INC. may, without notice, elect one or more of
the following remedies:
(i) bill and declare forthwith due and payable all amounts in respect of Services already rendered pursuant to this Agreement, and (ii)
defer performance hereunder until payment in advance for Services to be rendered is received by TRIAD COMMUNICATIONS GROUP,
INC.


11. CANCELLATION OF THIS AGREEMENT
Either party may terminate this contract by giving the other party written notice at least 120 days before the effective date of termination.
All contractual obligations in accordance with this contract shall remain in effect with respect to the winding down of all contractual
relations. We will attempt to assign all of our contracts with third parties on your behalf.
(B) MEDIA CONTRACTS ARE NON-CANCELABLE, regardless of medium; whether out-of-home, print, broadcast, electronic, or in any other
form and cannot be cancelled by the Customer once the commitment to place the media has been made. TRIAD COMMUNICATIONS
GROUP, INC. will be entitled to the entire contracted amount, which will become immediately due and payable per item seven (7) of this
Agreement. Requests for cancellations must be submitted in writing a minimum of 60 days prior to the requested cancellation date. In
the event TRIAD COMMUNICATIONS GROUP, INC. accepts a cancellation request, we will attempt to cancel or transfer the rights and
obligations of the media contracts. A short rate may be applied retroactively to all advertising commitments subjected to cancellation,
TRIAD COMMUNICATIONS GROUP, INC. will be entitled to invoice and retain all charges associated with the research, planning and
management of the media buying and management. TRIAD COMMUNICATIONS GROUP, INC. will not retain and will return to the
Customer any Net amounts not due to the media companies.


12. BUDGET CHANGES AND ADDITIONS- If changes, revisions or additions are made to the production services at the request of the
Customer or its Agent, TRIAD COMMUNICATIONS GROUP, INC. shall be entitled to additional payment therefor determined on the
basis of TRIAD COMMUNICATIONS GROUP, INC.’s customary rates. Any additional production work will be estimated in advance
wherever possible and said production work will be bound by this AGREEMENT FOR PRODUCTION SERVICES’ TERMS AND
CONDITIONS in its entirety.
“TRIAD COMMUNICATIONS GROUP, INC. DISCLAIMER OF WARRANTEES AND REPRESENTATIONS - RISK OF LOSS”


13. UNLESS OTHERWISE EXPRESSLY STATED HEREIN, TRIAD COMMUNICATIONS GROUP, INC. MAKES NO WARRANTEE OR
REPRESENTATION, EXPRESSED OR IMPLIED, AS TO THE QUALITY OF MATERIALS USED OR DELIVERED (INCLUDING,
WITHOUT LIMITATION, VIDEOTAPE OR FILMS), THE TIME OF DELIVERY OF THE MATERIALS, THE SAFETY OF THE
CUSTOMERS MATERIALS ON THE PREMISES OF TRIAD COMMUNICATIONS GROUP, INC., OR ANY OF ITS MOBILE UNITS,
LOCATION SITES, WHETHER IN PRODUCTION OR IN STORAGE, THE CONTENTS OF MATERIALS PREPARED FOR THE
CUSTOMER OR FOR DELIVERY SCHEDULES, ARRIVAL TIMES OR AIR DATE OF MATERIALS PREPARED FOR THE
CUSTOMER, AND TRIAD COMMUNICATIONS GROUP, INC. MAKES NO WARRANTEE OF MERCHANTABILITY OF FITNESS OF
THE MATERIALS FOR ANY PARTICULAR USE OR PURPOSE OR ANY OTHER REPRESENTATION OR WARRANTEE
WHATSOEVER, EXPRESS OR IMPLIED, IT BEING AGREED THAT ALL SUCH RISKS, AS BETWEEN THE CUSTOMER AND TRIAD
COMMUNICATIONS GROUP, INC. ARE TO BE BORNE BY THE CUSTOMER.


14. TRIAD COMMUNICATIONS GROUP, INC. will not be liable for loss or damages of any kind whatsoever arising out of performance of
services, loss or damage to Customer’s property, failure of performance for any reason including weather, strikes, fire, failure of
transportation, wars, acts of civil violence, public emergency or necessity, force majeure, restrictions imposed by law, acts of God, labor
disputes, or any other cause, including mechanical breakdowns beyond TRIAD COMMUNICATIONS GROUP, INC.’s control.


15. The Customer agrees to indemnify, defend, and hold TRIAD COMMUNICATIONS GROUP, INC. its successors and assigns, agents and
employees, harmless against and in respect of any and all suits, claims or causes of action brought against the Customer and/or TRIAD
COMMUNICATIONS GROUP, INC. for any losses, damages or injuries, claims and liabilities, including any costs and expenses incurred
therewith or in connection with the defense thereof, arising out of, or in connection with this Agreement, the production, reproduction,
publication, handling, storage or distribution of any materials produced in connection herewith, including any suits or claims alleging or
based on assertions of libel, infringement of trademarks, trade names, violations of rights of privacy, infringements of copyright or
proprietary rights, illegal competition or illegal trade practices - present, past and future, known and unknown, whether or not from
temporary or permanent bodily or personal injuries or property damage, upon or by reason of any matter, cause or thing.


16. The use of Services is done only in accordance with TRIAD COMMUNICATIONS GROUP, INC.’s operating policies, in conformity with
applicable law and to the extent that such use does not interfere with TRIAD COMMUNICATIONS GROUP, INC.’s performance of any
other Agreement.


17. TRIAD COMMUNICATIONS GROUP, INC. warrants that it will use professional materials for all projects. TRIAD COMMUNICATIONS
GROUP, INC. accepts no responsibility for defective materials whether supplied by the Customer or by TRIAD COMMUNICATIONS
GROUP, INC. TRIAD COMMUNICATIONS GROUP, INC. shall not be liable for any injury, loss or damage, direct or consequential
arising out of the use of defective materials. Upon acceptance of the final artwork, films, printing or materials as contracted for by the
Customer, TRIAD COMMUNICATIONS GROUP, INC.’s obligation to the Customer is terminated. In no event shall TRIAD
COMMUNICATIONS GROUP, INC. be liable hereunder for any indirect, incidental or consequential damages, loss or anticipated loss of
profits, or other economic loss.


18. It is understood that TRIAD COMMUNICATIONS GROUP, INC. accepts no responsibility for the performance of equipment, supplies or
other any other items or props furnished by the Client.


Revised 03/2006